THE CORPORATION OF THE TOWNSHIP OF RUSSELL BY-LAW NO Being a by-law to dispose of real property and authorize the sale of municipal land.

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1 THE CORPORATION OF THE TOWNSHIP OF RUSSELL BY-LAW NO Being a by-law to dispose of real property and authorize the sale of municipal land. WHEREAS Council of the Corporation of the Township of Russell is desirous of selling certain lands in the Township of Russell industrial park. AND WHERAS Sections 9 and 11 of the Municipal Act, 2001, S.O Chapter 25 and amendments thereto provides that every municipal corporation may pass by-laws with respect to economic development which includes the selling of municipal land for the purpose of carrying on of industries and commercial operations within a municipal industrial park; AND WHEREAS Section 270 of the Municipal Act, 2001 provides that a Municipality shall adopt and maintain policies with respect to the sale and other disposition of land; AND WHEREAS By-law of the Township of Russell is a by-law which adopts a policy with respect to the sale and other disposition of land; AND WHEREAS By-law exempts land to be used for the establishment and carrying on of industries and industrial operations; AND WHEREAS the lands which are the subject of this by-law are to be used for the establishment and carrying on of industries and industrial operations and are thus exempt from the provisions of By-law NOW THEREFORE THE COUNCIL FOR THE CORPORATION OF THE TOWNSHIP OF RUSSELL HEREBY ENACTS AS FOLLOWS: 1. That the Corporation of the Township of Russell hereby agrees to sell to Doug Fanjoy lands described as Part of Lots 21 and 22, Concession 5, Part 5 of Reference Plan 50R-7220 representing 2.1 acres of land (more or less) as more particularly described in the Agreement of Purchase and Sale attached as Schedule "A" hereto and forming part of this By-law; 2. That the Mayor and the Clerk of the Corporation of the Township of Russell be and are hereby authorized to execute the said Agreement of Purchase and Sale and Option to Repurchase Agreement together with such necessary amendments as may be reasonably required and all deeds and documents as legal counsel deems it advisable for the sale of the aforesaid property referred in section 1 above. READ A FIRST AND SECOND TIME, this 22 day of April, READ A THIRD TIME and passed this 22 day of April, 2014 ~Qp,b[?, ayor ~~. ~ Cmw t1.l~ Clerk Sale of industrial land in the 417 Industrial Park to Doug Fanjoy

2 Schedule "A" AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT made this _ th day of,2014. BETWEEN: Doug Fanjoy in trust for a company to be incorporated Hereinafter called the "Purchaser" - and- OF THE FIRST PART THE CORPORATION OF THE TOWNSHIP OF RUSSELL Hereinafter called the "Vendor" OF THE SECOND PART 1. IN CONSIDERATION of the payment by the Purchaser to the Vendor's solicitor (the receipt whereof is hereby acknowledged) of the sum of FIFTEEN THOUSAND DOLLARS ($15,000.00) (the "Deposit") as a deposit, the Purchaser hereby agrees to purchase from the Vendor and the Vendor agrees to sell to the Purchaser all and singular those lands and premises legally described as in Schedule "A" attached hereto, containing an area of approximately 2.1 acres and shown as Parcel "A" on the sketch attached as Schedule "B" (hereinafter referred to as the "Property") all on the following terms and conditions. Schedules "A", "B" and "c" attached hereto shall form part of this Agreement. 2. The purchase price for the Property shall be the sum of FIFTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($52,500.00) of lawful money of Canada plus HST (the "Purchase Price") and the balance of the Purchase Price less the Deposit shall be payable by the Purchaser to the Vendor's solicitor by wire transfer, certified cheque or bank draft on the Closing Date, subject to the usual adjustments. 3. The parties assume that the Property has a total of 2.1 acres and the Purchase Price is based on $25, per acre. The parties agree that prior to the Closing Date, the area of the Property shall be determined by a qualified Ontario Land Surveyor and the Purchase Price shall be adjusted accordingly. 4. This Agreement shall be conditional upon the Vendor providing evidence satisfactory to Purchaser on or before April 28 th, 2014 that the Property zoned to permit industrial use failing which the Purchaser may terminate this Agreement and the Deposit, shall be returned to the Purchaser in full without deduction. This condition is included for the sole benefit ofthe Purchaser and may be waived at the Purchaser's option by notice in writing to the Vendor, at any time. 5. This transaction of purchase and sale shall be completed on a date (the "Closing Date"), that is: a. thirty (30) days following the date upon which the Purchaser has waived all its conditions set forth in Sections 4, 7 and 15 of this Agreement; or b. such other date as may be agreed in writing between the parties. 5. Unless otherwise provided herein, vacant possession of the Property shall be given to the Purchaser on the Closing Date, provided that the Purchaser has paid the balance of the Purchase Price and has otherwise complied with all terms and conditions of this Agreement Sale of industrial land in the 417 Industrial Park to Doug Fanjoy

3 3 6. The Purchaser is to be allowed until April 28'\ 2014 to examine the title at its own expense, and if within that time any valid objection to the title is made in writing which the Vendor will be unwilling or unable to remove, remedy or satisfy, and which the Purchaser will not waive, this Agreement shall be null and void, notwithstanding any intermediate acts or negotiations in respect of such objection, and the Vendor shall not be liable for any costs or damages resulting therefrom and the Deposit, shall be returned to the Purchaser in full without deduction. This condition is included for the sole benefit of the Purchaser and may be waived at the Purchaser's option by notice in writing to the Vendor, at any time. 7. The Purchaser acknowledges and agrees that any and all HST payable with respect to the purchase of the Property shall be the sole responsibility of the Purchaser, shall be in addition to the Purchase Price and shall be collected by the Vendor on the Closing Date. In the event that the Purchaser is a registrant under the Excise Tax Act. the Purchaser hereby agrees to indemnify the Vendor with respect to payment of the HST, to provide the Vendor, prior to the Closing Date, with a valid registration number and to execute and provide to the Vendor on the Closing Date a declaration and indemnity in a form acceptable to the Vendor's solicitors, acting reasonably. 8. The parties hereto agree that the TransferlDeed of Land will be prepared by the solicitor for the Vendor at the expense of the Vendor. The Purchaser agrees to notify the Vendor's solicitor within 20 days after the date of acceptance hereof or 20 days prior to the Closing Date, whichever is earlier, as to the manner in which the Purchaser will be taking title. If the Purchaser fails to give such notification, the Vendor's solicitor shall be entitled to draw the Transfer/Deed of Land to the Purchaser as described in the recital on page I hereof and if there be more than one Purchaser, the Transfer/Deed of Land will show them as Joint Tenants. 9. N/A 10. The Vendor shall, at its expense, undertake to discharge all encumbrances to ensure that the Purchaser receives a clear title to the Property on the closing date. II. The Vendor agrees that it shall undertake to take all necessary steps to ensure that all required approvals are obtained to allow the Vendor to convey the Property to the Purchaser and give effect to the transactions contemplated herein and shall provide the Purchaser on closing with a certified copy of the by-law of council of the Vendor corporation or such other evidence as acceptable to the Purchaser's solicitor, acting reasonably, evidencing approval and authority to convey the Property to the Purchaser. 12. The Purchaser acknowledges that the development of the Property will be subject to Site Plan Control. Within twenty-four (24) months of the Closing Date, the Purchaser agrees to deliver to the Vendor, an executed Site Plan Agreement containing such terms and conditions as shall be required by the Vendor, acting reasonably (the "Site Plan Agreement"). It is agreed by the Purchaser that the following special conditions shall form part of the Site Plan Agreement: a. The Purchaser will not object to and will pay its share of the future cost of water and sanitary services in the new municipal road, if and when constructed by the Vendor or such other authorized party; b. The Purchaser will commence constructing the facility associated with an industrial garage facility (minimum size of 9,500 square feet) within twelve (24) months of Closing Date. 13. The Vendor makes no representation or warranties whatsoever regarding the fitness of the Property for any particular use, or regarding the presence or absence on the Property, or any surrounding or neighboring lands of, or the leakage or emission from or onto the Property, any toxic, hazardous, dangerous, or potentially dangerous, substance or condition. The Vendor disclaims any responsibility for soil conditions, subsurface

4 4 contents, contours and site conditions generally. The Property shall be sold on an "as is" basis. 14. This Offer is conditional upon the inspection of the Property to the satisfaction of the Purchaser at the Purchaser's own expense and discretion. Unless the Purchaser gives notice in writing delivered to the Vendor on or before May 30th, 2014 that this condition is fulfilled, this Offer shall be null and void and the Deposit, shall be returned to the Purchaser in full without deduction. The Purchaser shall be entitled, during the conditional period, to enter upon the Property for the purpose of making soil, water, environmental or other tests, measurements or surveys in, on or below the surface of the Property and for preparing such plans of development or survey as the Purchaser shall require and the Purchaser shall not be deemed to have taken possession of the Property, provided that if the Purchaser elects to exercise its option to terminate it shall restore the Property to the condition in which it existed prior to the commencement of such tests. 15. On the Closing Date, the Vendor will convey the Property to the Purchaser by a good and sufficient deed thereof in fee simple, free and clear of all encumbrances except for: (a) any registered restrictions or covenants that run with the land (providing that they have been complied with); (b) any registered agreements with a municipality or a supplier of utility service including, without limitation, electricity, water, sewage, gas, telephone or cable television or other telecommunication service (providing that they have been complied with, or that security has been posted to ensure compliance and completion as evidence by letter from the relevant municipality or utility supplier); (c) any minor easements for the supply of utility service to the Property or to adjacent properties; (d) the Option to Repurchase Agreement (as such term is defined below). If within the time allowed for examining the title any valid objection to title or to any outstanding work order, or to the fact the said present use may not lawfully be continued is made in writing to the Vendor and which the Vendor is unable or unwilling to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement, notwithstanding any intermediate acts or negotiations in respect of such obj ections, shall be at an end and all monies therefore paid shall be returned without interest or deduction and the Vendor shall not be liable for any costs or damages. Save as to any valid objection so made by such delay and except for any objection going to the root of the title, the Purchaser shall be conclusively deemed to have accepted Vendor's title to the Property. 16. Purchaser shall not call for the production of any title deed, abstract, surveyor other evidence of title to the Property except such as is in the possession or control of the Vendor. Vendor agrees that, if requested by the Purchaser, he will deliver any sketch or survey of the Property in his possession or within his control to the Purchaser as soon as possible and prior to the last day allowed for examining title. If a discharge of any Charge/Mortgage held by a corporation incorporated pursuant to the Trust And Loan Companies Act (Canada), Chartered Bank, Trust Company, Credit Union, Caisse Populaire, Insurance Company or any similar entity and which is not to be assumed by Purchaser on completion, is not available in registrable from on completion, Purchaser agrees to accept Vendor's solicitor's personal undertaking to obtain, out of the closing funds, a discharge in registrable form and to register same on title within a reasonable period of time after completion, provided that on or before completion Vendor shall provide to Purchaser a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge, together with a direction executed by Vendor directing payment to the mortgagee of the amount required to obtain the discharge out of the balance due on completion. 17. On Closing Date the Purchaser and the Vendor covenant and agree to enter into an option to repurchase and re-convey agreement in the form attached hereto as Schedule "C" (the "Option/Undertaking to Repurchase Agreement"). 18. Notice of the OptionlUndertaking to Repurchase Agreement shall be registered first on title immediately after registration of the Transfer. The Purchaser hereby agrees that such registered notices shall not be postponed to the interests of any mortgagee or other encumbrance holder of the Property. The Option/Undertaking to Repurchase Agreement

5 5 shall be removed from title in accordance with the terms and conditions OptionlUndertaking to Repurchase Agreement. 19. If, prior to the Closing Date, the Purchaser fails to comply with the material terms of this Agreement the Vendor, at its option, may terminate the Agreement, or require specific performance of the terms herein or avail itself of any other remedies that it may have either at law or in equity. In the event of termination in accordance herewith, the Vendor shall be entitled to the Deposit together with all interest earned thereon, which shall be non- refundable to the Purchaser. The parties agree that the Vendor shall be entitled to the Deposit together with all interest earned thereon as liquidated damages as a genuine preestimate of damages, in full and final settlement of all claims against the Purchaser. 20. The Purchaser shall not assign this Agreement, except to an affiliate of the Purchaser, unless such assignment is specifically authorized by the Vendor. The Purchaser shall not direct the Vendor to engross the TransferlDeed of land or any other closing documents in favor of any person or corporation other than the Purchaser, except to an affiliate of the Purchaser, unless such direction is specifically authorized by the Vendor. For the purposes of this agreement, the term "affiliate" shall have the meaning given to it in section 1(4) of the Business Corporations Act (OntariO)). 21. Provided the solicitors for each of the Vendor and the Purchaser are able to complete transactions using electronic registration, the parties agree to complete this transaction using electronic registration, to adopt the LSUC-OBA Document Registration Agreement in use on the date of acceptance of this Agreement, and to abide by, and instruct their solicitors to abide by, the closing procedures set forth therein for electronic registration. 22. Provided that this Agreement shall be effective to create an interest in the property only if the subdivision control provisions ofthe Planning Act are complied with the Vendor on or before completion and the Vendor hereby covenants to proceed diligently at his expense to obtain any necessary consent on or before completion. 23. Time shall be of the essence of this Agreement, which shall enure to the benefit of and shall be binding upon the parties hereto, and their respective heirs, executors, administrators, successors and assigns, as the case may be. 24. Except as provided herein the Vendor represents and warrants that there are no agreements of any kind whatsoever made between the Vendor or its predecessors entitle and any abutting landowners that may withhold or delay, or cause to withhold or delay the development of the Property directly or indirectly. 25. In the event that the date established by or in accordance with this Agreement or any date of termination of a period of time set forth or referred to in this Agreement shall fall upon a non-business day or a Saturday then such date shall be deemed to be the next following business day which is not a Saturday. 26. Any tender of documents or money hereunder may be upon the Vendor or the Purchaser or their respective solicitors on the day for completion of this Agreement. Money may be tendered by wire transfer, bank draft or cheque certified by a chartered bank, trust company or Province of Ontario Savings Office. 27. The provisions of this Agreement shall not merge on the Closing Date of this transaction, nor shall the delivery of transfers or deeds be deemed to satisfy any covenants, agreements, terms or conditions contained in this Agreement. 28. This offer, when accepted, shall constitute a binding contract of Purchase and Sale and time shall, in all respect be of the essence hereof. 29. Any notice permitted or required to be given hereby shall be in writing and hand delivered or faxed it:

6 6 a. to the Vendor at: 717 Notre-Dame St, Embrun (ON) KOA 1 WI Attention: Municipal Clerk b. to the Purchaser at: 4044 Drouin road Hammond, Ontario KOA2AO Attention: Doug Fanjoy and shall be deemed to have been effectively given by hand delivery on the date of such delivery or by fax on the date of transmission; provided that such delivery may be made upon the designated solicitor for the party to whom delivery is to be made. 30. The heirs, executors, administrators, successors and assigns of the undersigned are bound by the terms hereof.

7 This offer shall be irrevocable by the Purchaser until 4:00 p.m. on the day of April, 2014, after which time, if not accepted, this offer shall be null and void and the Deposit shall be returned to the Purchaser forthwith. IN WITNESS WHEREOF the Purchaser has executed this Agreement this _ April,2014. day of Doug Fanjoy in trust for a company to be incorporated ) ~ ) Per: ) I have authority to bind the Corporation IN WITNESS WHEREOF the Vendor has executed this Agreement this day of THE CORPORATION OF THE TOWNSHIP OF RUSSELL ) )~P~er-:rC~le-r~k, ) Per: Mayor, We have the authority to bind the Corporation

8 SCHEDULE "A" DESCRIPTION OF PROPERTY Being a part Lot of Part lot 21 Concession 5 of the Township of Russell, County of Russell more specifically, Part 5 of Reference plan 50R-7220 as more particularly detailed in the sketch attached as Schedule B.

9 SCHEDULE "B" SKETCH OF PROPERTY, d <... Z,.,! j, L N ~... ~ :\P-.. A\, ~- ~,) "'.lr~ & ~.. Ir'~"', ::.. " PART I 1' 15 ; I : ~ I ',j I ~ "'": --Tt =- ~' :, ~ i~ ', -'~,, ~ '!> ~1»''\ I" :':""'-L-"i".";. -1"'... "' ~ I:,'11>,,.... '\J "... " ~, '. '."'" ~... ~., / " I, ':~. 1 i ~ 0' Zl j;. :.i. j.. ' ' I " I -!.;-.'", ~ '". -,'!', -It,.',,-.)i$1' V r',t.. ", " :,t' - //... ~. r--< ',' ~.,... 0, - "i""9.q,.:) '-.'1., ~ " LO' ""'11"~"'& - ~ -, t-,. t~.': (,on-.,,,,5-<),0 "9,,t- \1,(: r. ~ --?.; ~:._.. f: _"'.x>._, Z.- /... ~.~~. _.- ~ ~ ;.,. r-'_.!"!.--'" -L.. ~ \~. ' I I" ill- ~I >- ~c u!f: :<:1/'\ Z.l... _ < I 0 Oz 1J1 Ii) 1E :~ I~ «z 00 I~ Q C::'~ 'J -_.....,. """"'- ~.-'", till!! ~ i!l~ {#( A~ UM,II() W, I.JoI<Af'tP UI'"'Oh, (IIrI_I._~ PLAN 5OR-?ZZ6 lfil" W A""7-"!:, I QI,".(I. )q t2utjust' _th~ac't/~6 UtC;M_'<>, 1'If" ~--.. ~...,.., ""'.. _""'... _'" ~-... PUN 0' 5Ufl -~E'I' OF PART OF LOT 21 CONCESSION 5 TOWNSHIP OF RUSSElL COLNfY OF RUSSElL SURVE-lED 9Y ANtiS. O'sULJV).N, VO...u;:BiiKK L TO )9911 SCAL!' lpoo "'ETRIC ~.i.oa:i,o;;1ii~~ ~ /H)t,IOjIlil'CDII!OI'Il'Il e<tt It~...~ SUAVltYOR'S CI!RTIf'JCAll.TIOo,"lour!VT1T...,.... Mr _ ",...,"''''1'0..., l......,... _ "'y:,;!t9 ';"/ f 'fl... ~~I.m_.....,... - d.-ij'1....:b ~.~ 1JfO_ iici~ N01es t. LEGV:O -~--,-~ S''& I... II)~t0,i.1_... U".... ki"""'-loall_... '. _... - _CI,OIIfJOIo'l_... _....,11. \u bioo.. _... u: rl. w _ ' ~ -... ~ =-= ~ _Cf-..._... ~r ~...:.."n:::;':-~ -,

10 SCHEDULE "C" OPTIONfUNDERTAKING TO REPURCHASE OPTION/UNDERTAKING TO REPURCHASE AGREEMENT TIDS AGREEMENT made this day of,2014. BETWEEN: Doug Fanjoy in trust for a company to be incorporated Hereinafter called the "OPTIONOR" of the FIRST PART -and- THE CORPORATION OF THE TOWNSIDP OF RUSSELL Hereinafter called the "OPTIONEE" of the SECOND PART WITNESSETH that in consideration of the sum of Two Dollars ($2.00) now paid by the Optionee to the Optionor, and the sum of One Dollar ($1.00) now paid by the Optionor to the Optionee and other good and valid consideration including the obligations of the Optionor and the Optionee as set out in the Agreement of Purchase and Sale dated, 2014 (hereinafter the "Agreement of Purchase and Sale"), the receipt and sufficiency of which is hereby irrevocably acknowledged, the Optionor hereby gives the Optionee an Option irrevocable within the time limited for acceptance to purchase, free from encumbrances save as provided herein, all the lands and premises as described in Schedule "A" (the "Property"), and the Optionee hereby undertakes to purchase the Property, free from encumbrances save as provided herein, on the following terms and conditions: 1. The parties acknowledge and agree that the Optionee has sold the Property to the Optionor in accordance with the proposed development described as an garage facility (approximate minimum size of 9,500 of square feet of total developed area) to be constructed on the Property (the "Project"). 2. The Optionor covenants with the Optionee that for a period of two (2) years after the date of this Agreement (the "Term"), the Optionor will not convey, sell, or otherwise dispose or agree to sell, convey, or otherwise dispose the Property or any part or parts thereof, except in those cases where: (a) (b) (c) the Optionor has built a building on the Property in accordance with the Project and then sells that building to a subsequent buyer; or the sale, conveyance, or other disposition of the Property is intended to be made to an affiliated entity of the Purchaser, and in such a case, the Optionor shall notify the Optionee in writing of its intention to sell, conveyor otherwise dispose of the Property (the "Notice to Sell") For the purposes of this agreement, the term "affiliate" shall have the meaning given to it in section 1(4) of the Business Corporations Act (Ontario).; the Optionor has the prior written consent of the Optionee (an "Approval to Convey"). The Optionor may make an application to the Optionee for an Approval to Convey in writing. Upon the receipt of such written application, the Optionee shall have the sole right and option, to either (i) approve such conveyance, sale or other disposal of the Property or (ii) repurchase the Property, free and clear of encumbrances in accordance with the provisions hereof Sale of industrial land in the 417 Industrial Park to Doug Fanjoy

11 3. For the purposes of this Agreement, "commenced construction" shall mean that the installation of foundations for the building( s) forming a part of the development at the Property has been bona fide commenced. 4. In the event that the Optionor has not commenced construction in accordance with the Project for the Property within twelve (12) months of the date of executing and delivering a Site Plan Agreement to the Optionee, the Optionee shall have the sole right and option, to be exercised in its sole and unfettered discretion, upon written notice to require the Optionor to reconvey the Property, free and clear of encumbrances in accordance with the provisions hereof. The Optionee' s right to purchase shall not apply in a situation of an unavoidable delay by the Optionor. The Optionee agrees that the option to purchase as herein provided shall become null and void upon commencement of construction as aforesaid including the commencement of construction subsequent to the period set out in this paragraph 4 should the commencement of construction have occurred prior to the exercise ofthe option to purchase. 5. The purchase price of the Property payable by the Optionee to the Optionor for the repurchase of the Property shall be equal to $ 47,250 (being 90% of the Purchase Price defined in the Agreement of Purchase and Sale). Upon payment of the above said value, title to the Property shall vest conclusively and exclusively in the Optionee and the Optionor shall have no further right, title or interest therein, the Optionor shall remove all of its trade fixtures, equipment, inventory and other personal property from the Property, and the Optionor shall make good any damage caused by such removal and such grade restoration. The Optionor shall, at the Optionee's request restore the land and premises to substantially the same grade as when the Optionor purchased the Property from the Optionee. 6. The Purchase Price for the repurchase of the Property shall be payable to the Optionor as follows: (a) With the exercise of any right or the performance of any undertaking by the Optionee therein, the Optionee shall pay the sum of two dollars (CDN$2.00) cash or certified cheque payable to the said Optionor; (b) the balance on the closing of the repurchase of the Property which shall be completed twenty-one (21) days after notice is delivered to the Optionor or the Optionee as set out in section 4 or 5, as applicable. 7. Provided the title is good and free from all encumbrances, except local rates and except as provided below; said title to be examined by the Optionee at its own expense, and the Optionee is not to call for the production of any title deeds or abstracts of title, proof or evidence of title, or to have furnished any copies thereof, other than those in the Optionor' s possession or under his control. The Optionee shall search the title at its own expense and shall have until fourteen (14) days from the Optionee notice to exercise its option set forth in Section 4 hereof or the Optionor's request set forth in Section 5 hereof, as applicable, to examine it and shall then be deemed to have accepted the title, except as to any written objections made within that time. If any objection be made on or before closing, the Optionor shall have until closing to remove it. 8. Provided that the title to the Property is good and free from all encumbrances except as provided in this Agreement, and except for: (a) any registered restrictions or covenants that run with the land (providing that they have been complied with); (b) any registered agreements with a municipality or a supplier of utility service including, without limitation, electricity, water, sewage, gas, telephone or cable television or other telecommunication service (providing that they have been complied with, or that security has been posted to ensure compliance and completion as evidence by letter from the relevant municipality or utility supplier); Page 12 of 16

12 (c) (d) any minor easements for the supply of utility service to the Property or to adjacent properties; all registered agreements, restrictions, easement, etc (the "Existing Title Documents")as they were registered against title to the Property upon the date the Property was acquired by the Optionor provided the Optionor has not breach any of the said Existing Title Documents. Except for any valid objection made by the specified day, and except for any objection going to the root of the title, the Optionee shall be conclusively deemed to have accepted the Optionor's title to the Property. 9. The Optionor and the Optionee agree that there is no condition, express, or implied, representation or warranty of any kind that the future intended use of the Property by the Optionee is or will be lawful. 10. The Optionee shall not call for the production of any title deed, abstract, surveyor other evidence of title to the Property except such as are in the possession or control of the Optionor. The Optionor agrees that, if requested by the Optionee, it will deliver any sketch or survey of the Property in its possession or within its control to the Property as soon as possible and prior to the last day allowed for examining title. In the event that a discharge of any mortgage or charge held by a Chartered Bank, Trust Company, Credit Union or Insurances Company and which is not to be assumed by the Optionee on completion, is not available in registerable from on completion, the Optionee agrees to accept the Optionor's solicitor's personal undertaking to obtain, out of the closing funds, a discharge or cessation of charge in registerable form and to register same on title within a reasonable period of time after completion. II. Taxes, local improvements and water and assessment rates shall be apportioned and allowed to the date of completion (the day itself to be apportioned to the Optionee.) 12. Any tender of documents or money hereunder may be made upon the Optionor or the Optionee or their respective solicitors on the day set for completion of this Agreement. Money may be tendered by bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire. 13. The Optionee acknowledges and agrees that any and all HST payable with respect to the purchase of the Property shall be the sole responsibility of the Optionee, shall be in addition to the Purchase Price and shall be collected by the Optionor on the Closing Date. In the event that the Optionee is a registrant under the Excise Tax Act, the Optionee hereby agrees to indemnify the Optionor with respect to payment of the HST, to provide the Optionor, prior to the Closing Date, with a valid registration number and to execute and provide to the Optionor on the Closing Date a declaration and indemnity in a form acceptable to the Optionor's solicitors, acting reasonably or such other satisfactory documentation demonstrating that the Optionee is not required to pay H.S.T. in respect ofthis transaction. 14. The Option, when exercised, shall constitute a binding contract of purchase and sale and time in all respects shall be the essence of this Agreement. 15. This Option shall enure to the benefit of and be binding upon the heirs, executors administrators and assigns of the parties hereto respectively and is intended to run with the Property and bind all who have an interest in the Property. 16. The Optionor covenants and agrees: (a) that this Option shall be registered on title to the lands in the appropriate Land Titles Office in priority to all liens, charges, mortgages, encumbrances and any other interest whatsoever; and Page

13 (b) to give to every purchaser of the Property actual notice of the existence and the terms of this Agreement and to include an acknowledgement of such notice in any Offer to Purchase or other similar document dealing with the Property. 17. The Optionee covenants and agrees to deliver a registerable release of this Agreement to discharge this Agreement from title on the earlier of: (a) commencement of construction of the work upon the Property prior to the exercise of the option to purchase pursuant to paragraph 4; (b) ten (10) days after an Approval to Convey is granted; or (c) at the end of the Term. 18. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable Ontario. 19. Any notice required or agreed to be given under this Agreement shall be validly given if delivered personally or by facsimile addressed to: (a) In the case of the Optionor: 4044 Drouin road Hammond, Ontario KOA 2AO Attention: Doug Fanjoy (b) In the case of the Optionee: 717 Notre-Dame St, Embrun (ON) KOA lwl Attention: Municipal Clerk and shall be deemed to have been effectively given by hand delivery on the date of such delivery or by fax on the date of transmission; provided that such delivery may be made upon the designated solicitor for the party to whom delivery is to be made. 20. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile or electronic signature as though such facsimile signature were an original signature. In witness whereof the Optionor and the Optionee have executed this agreement as of the date first written above. Page 14 of 16